Hyperion Defi Inc.

07/08/2026 | Press release | Distributed by Public on 07/08/2026 07:01

Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 7, 2026, the Company entered into new employment agreements with the following executive officers of the Company: Hyunsu Jung, the Company's Chief Executive Officer and Chief Investment Officer, David Knox, the Company's Chief Financial Officer, and Robert Rubenstein, the Company's General Counsel. The changes are intended to ensure consistency in treatment among the individual executives and to conform with best practices for executives in the Company's industry.

The new employment agreement with Mr. Jung (the "Jung Employment Agreement") provides that if Mr. Jung's employment is terminated by the Company other than for cause (as defined in the Jung Employment Agreement), disability or death, or by Mr. Jung for good reason (as defined in the Jung Employment Agreement) and such termination occurs within 12 months following a change in control (as defined in the Jung Employment Agreement), he will be eligible to receive a payment equal to his target bonus for the year of termination (in addition to the severance benefits provided in his prior employment agreement, which has been previously disclosed).

The new employment agreement with Mr. Knox (the "Knox Employment Agreement") and the new employment agreement with Mr. Rubenstein (the "Rubenstein Employment Agreement") provide that if the executive's employment is terminated by the Company other than for cause (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), disability, or death, or by the executive for good reason (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), the executive will be entitled to receive: (i) accrued obligations (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable); (ii) 12 months of his then-current annual base salary; (iii) continuation of up to 12 months of group health insurance benefits; and (iv) if such termination occurs within 12 months following a change in control (as defined in the Knox Employment Agreement or the Rubenstein Employment Agreement, as applicable), a payment equal to his target bonus for the year of termination.

Additionally, the Jung Employment Agreement, Knox Employment Agreement and Rubenstein Employment Agreement provide that in the event a change in control occurs while the executive remains employed by the Company, any time- or service-based vesting conditions applicable to equity incentive awards held by the executive shall be deemed satisfied.

Under the Knox Employment Agreement and the Rubenstein Employment Agreement, each of Mr. Knox and Mr. Rubenstein will be eligible to earn a cash bonus, subject to the achievement of performance goals and conditions established by the Board or the compensation committee of the Board, in an amount up to 75% of base salary, in the case of Mr. Knox, or up to 35% of base salary, in the case of Mr. Rubenstein.

Further, the Rubenstein Employment Agreement provides that Mr. Rubenstein's base salary will now be $325,000.

The foregoing description of the new employment agreements does not purport to be complete and is qualified in its entirety by the full text of each executive's new employment agreement, copies of which are attached as Exhibits 10.1, 10.2 and 10.3 to this Form 8-K and incorporated herein by reference.

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